1 EXHIBIT 1.1 $5,000,000,000 U.S. Bancorp (a Delaware corporation)Distribution Agreement • August 6th, 2001 • Us Bancorp \De\ • National commercial banks • New York
1 EXHIBIT 2.2 FORM OF VOTING AGREEMENT VOTING AGREEMENT VOTING AGREEMENT, dated as of June ___, 2000 (this "Agreement"), between ________________ (the "Shareholder") and U.S. Bancorp, a Delaware corporation ("Acquirer"). WHEREAS, Scripps Financial...Voting Agreement • August 16th, 2000 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 4.4 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 3rd, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
WARRANT AGREEMENTWarrant Agreement • May 3rd, 1999 • Us Bancorp \De\ • National commercial banks • California
EX-2 AGREEMENT AND PLAN OF MERGER dated as of December 14, 1997Merger Agreement • December 15th, 1997 • Us Bancorp \De\ • National commercial banks • Minnesota
U.S. BANCORP AndRights Agreement • February 28th, 2001 • Us Bancorp \De\ • National commercial banks • Wisconsin
EXHIBIT 4.1 FORM OF RIGHTS AGREEMENT dated as of January 4, 1999,Rights Agreement • December 30th, 1998 • Us Bancorp \De\ • National commercial banks • New York
EXHIBIT 4.5 GUARANTEE AGREEMENT DATED AS OF DECEMBER 7, 2001 BY AND BETWEEN U.S. BANCORP, AS GUARANTOR AND FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE CROSS REFERENCE TABLE(1)Guarantee Agreement • December 6th, 2001 • Us Bancorp \De\ • National commercial banks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2001 • Us Bancorp \De\ • National commercial banks
EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT by and between Firstar Corporation, a Wisconsin corporation (the "Company") and John F. Grundhofer (the "Executive") dated as of the 3rd day of October, 2000. The Company has determined that it is in the...Employment Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PURCHASERPurchase Agreement • April 9th, 2002 • Us Bancorp \De\ • National commercial banks • California
EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT by and between U.S. Bancorp, a Delaware corporation (the "Company") and Jerry A. Grundhofer (the "Executive"), is effective as of October 16, 2001. 1. Certain Definitions. The "Effective Date" shall mean...Employment Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Minnesota
AMENDMENT NO. 3 TO RIGHTS AGREEMENT ----------------Rights Agreement • November 16th, 1995 • First Bank System Inc • National commercial banks
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of August 1, 1997, by and between U.S. Bancorp (formerly First Bank System, Inc.), a Delaware corporation (as further defined in Section 8.13.11 hereof, "Employer"), and John F. Grundhofer...Employment Agreement • August 12th, 1998 • Us Bancorp \De\ • National commercial banks • Minnesota
RECITALEmployment Agreement • February 25th, 2000 • Us Bancorp \De\ • National commercial banks • Minnesota
1 EXHIBIT 4.13 TRUST AGREEMENT OF USB CAPITAL VII This TRUST AGREEMENT of USB CAPITAL VII (the "Trust"), dated as of May 8, 2001, among (i) U.S. Bancorp, a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking...Trust Agreement • July 18th, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
AndRights Agreement • December 31st, 2002 • Us Bancorp \De\ • National commercial banks • New York
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (OCTOBER 25, 2001)Underwriting Agreement • October 31st, 2001 • Us Bancorp \De\ • National commercial banks • New York
Exhibit 99.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of April 28, 2000, by and among New Century Financial Corporation, a Delaware corporation (the...Registration Rights Agreement • May 8th, 2000 • Us Bancorp \De\ • National commercial banks • Delaware
FORM T-1Trust Indenture • July 18th, 2001 • Us Bancorp \De\ • National commercial banks
EXHIBIT 10L AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of August 15, 1996, by and between First Bank System, Inc., a Delaware corporation (as further defined in Section 8.13.11 hereof, "Employer"), and John F. Grundhofer...Employment Agreement • February 28th, 1997 • First Bank System Inc • National commercial banks
1,800,000,000 U.S. Bancorp (a Delaware corporation)Distribution Agreement • December 17th, 1999 • Us Bancorp \De\ • National commercial banks • New York
EXH. 10.2 EMPLOYMENT AGREEMENT AGREEMENT by and between First Bank System, Inc., a Delaware corporation (the "Company") and Robert D. Sznewajs (the "Executive") dated as of the 19th day of March, 1997. The Board of Directors of the Company (the...Employment Agreement • June 17th, 1997 • First Bank System Inc • National commercial banks • Delaware
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (MARCH 25, 1998)Underwriting Agreement • April 3rd, 1998 • Us Bancorp \De\ • National commercial banks • New York
EXHIBIT 4.11 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated November 26, 1996, by and among FBS Capital I, a Delaware business trust (the "Trust"), First Bank System, Inc., a Delaware corporation...Exchange and Registration Rights Agreement • December 20th, 1996 • First Bank System Inc • National commercial banks • New York
U.S. BANCORPSupplemental Indenture • November 1st, 2001 • Us Bancorp \De\ • National commercial banks • New York
Exhibit 20 CONTACTS: Christine McCarthy John Danielson Ken Preston Wendy Raway Mariann Ohanesian Karin Glasgow Shirley Hosoi Media Relations Investor Relations Investor Relations Media Relations First Bank System First Interstate First Bank System...Merger Agreement • November 13th, 1995 • First Bank System Inc • National commercial banks
WITNESSETH:Executive Severance Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Minnesota
U.S. BANCORPRegistration Rights Agreement • November 1st, 2001 • Us Bancorp \De\ • National commercial banks • New York
EXHIBIT 4.4 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 6th, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 99.3 SHAREHOLDER AGREEMENT SHAREHOLDER AGREEMENT, dated as of November 24, 1998, between U.S. Bancorp, a Delaware corporation ("Purchaser"), and [shareholder] ("Shareholder"). WHEREAS, Purchaser and New Century Financial Corporation, a...Shareholder Agreement • December 4th, 1998 • Us Bancorp \De\ • National commercial banks • Delaware
1 EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of May 8, 2000, by and between U.S. Bancorp, a Delaware corporation (as further defined in Section 8.13.12 hereof, "Employer"), and John F. Grundhofer ("Executive"),...Employment Agreement • August 11th, 2000 • Us Bancorp \De\ • National commercial banks • Minnesota
FORM OF WARRANT AGREEMENT This WARRANT AGREEMENT, dated as of November 5, 1996, is made and entered into by and among MONARCH BANCORP, a California corporation (the "Bancorp"), and _____________ ("_________"), with reference to the following facts:...Warrant Agreement • February 25th, 2000 • Us Bancorp \De\ • National commercial banks • California
EXHIBIT 99.7 EMPLOYMENT AGREEMENT THIS AGREEMENT, made by and between FirsTier Financial, Inc., a Nebraska corporation (the "Corporation"), and David A. Rismiller (the "Executive") dated the fourth day of August, 1995. WHEREAS, the Corporation has...Employment Agreement • January 19th, 1996 • First Bank System Inc • National commercial banks • Nebraska
AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of common stock of New Century Financial Corporation is...Schedule 13d Agreement • May 8th, 2000 • Us Bancorp \De\ • National commercial banks
